| Mon 26 Sep 2011, 17:22 | | BIBAW - Barloworld Limited - Notice of meeting of Noteholders |
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JSE
BIBAW
BIBAW - Barloworld Limited - Notice of meeting of Noteholders
BARLOWORLD LIMITED
(Registration No. 1918/000095/06)
(the "Issuer")
_________________________________________________________
NOTICE OF MEETING OF NOTEHOLDERS
_________________________________________________________
In accordance with Condition 18 of the terms and conditions (the "Terms
and Conditions") in the Programme Memorandum dated 1 September 2010, as
amended or supplemented from time to time, notice is hereby given by the
Issuer to the Noteholders that a meeting of Noteholders will be held at
Barloworld Corporate Office, 180 Katherine Street, Sandton, 2196, South
Africa, on 18 October 2011, at 9.30am for the purpose of considering and,
if thought fit, of passing with or without modification in the manner
required for the passing of a resolution in terms of Condition 19 of the
Terms and Conditions, the following resolutions:
1. AS EXTRAORDINARY RESOLUTION NO. 1
THAT the Terms and Conditions be and are hereby amended by the
amendment of the definition of "Extraordinary Resolution" so as to
amend the percentage of minimum votes required from 66% (sixty six
per cent) to 66.67% (sixty six point six seven per cent) to align
the percentage of minimum votes required with the relevant
requirement of the new JSE Limited`s Debt Listing Requirements and
the replacement of the definition of "Extraordinary Resolution" in
its entirety.
2. AS EXTRAORDINARY RESOLUTION NO. 2
THAT the Terms and Conditions be and are hereby further amended by
the amendment to Condition 10.5 headed "Redemption in the event of a
Change of Control" so as to:
(i) amend the Change of Control Period in relation to a Change of
Control Event from a period of 45 (forty five) days after the
occurrence of a Change of Control to a period commencing 45
(forty five) days prior to the occurrence of a Change of
Control and ending 45 (forty five) days after a Change of
Control and to make any consequential amendments thereto; and
(ii) amend the definition of a "Rating Downgrade" by deletion of the
proviso that should there be "at least one remaining Investment
Grade Rating in relation to the Issuer and/or the Programme
and/or the Notes, as the case may be", no Rating Downgrade
shall have occurred and,
the replacement of Condition 10.5 headed "Redemption in the event of
a Change of Control" in its entirety.
The proposed amendments are attached in the Supplement to the
Programme Memorandum, which will be available on the Issuer`s
website at www.barloworld.com.
A Noteholder entitled to attend and vote at the meeting is entitled to
appoint one or more proxies to attend and vote in his stead. A proxy
need not also be a Noteholder. A proxy form is annexed to this Notice
for use by the Noteholder, as Annexure "B", if required.
Proxy forms must be received at the registered office of Strate Limited
and copies thereof faxed to Rand Merchant Bank, a division of FirstRand
Bank Limited in the manner set out in Annexure "B" annexed hereto not
less than 48 hours before the date of the meeting.
This Notice is being delivered to Strate Limited and the JSE Limited in
accordance with Condition 19 (as read with Condition 18.3) of the Terms
and Conditions.
SIGNED at _________________ on this the _________ day of ____________
2011.
For and on behalf of
BARLOWORLD LIMITED
_________________________________
Name:
Capacity:
Who warrants his authority hereto
ANNEXURE "B"
BARLOWORLD LIMITED
(Registration No. 1918/000095/06)
(the "Issuer")
FORM OF PROXY
For use by Noteholders of the Issuer at a meeting (the "Meeting") of
Noteholders to be held at Barloworld Corporate Office, 180 Katherine
Street, Sandton, 2196, South Africa, on 18 October 2011, at 9.30am.
I/We
being a Noteholder of the Issuer hereby appoint (see note 1):
1. or failing him/her
2. or failing him/her
3. the chairman of the Meeting,
as my/our proxy to act for me/us and on my/our behalf at the Meeting
which will be held for the purpose of considering and, if deemed fit,
passing, with or without modification, the resolution(s) to be proposed
thereat and at any adjournment thereof, and to vote for and/or against
the resolution(s) and/or abstain from voting in respect of the
resolution(s), in accordance with the following instructions (see notes
attached):
For Against Abstain
Extraordinary Resolution No
1
Extraordinary Resolution No
2
SIGNED at _____________________ on ______________________ 2011
Signature
(Assisted by me (where applicable))
A Noteholder entitled to attend and vote is entitled to appoint a proxy
to attend, speak and on a poll vote in his/her stead at the Meeting and
such proxy need not also be a Noteholder.
NOTES
1. A Noteholder may insert the name of a proxy in the space provided,
with or without deleting "the chairman of the Meeting". The person
whose name stands first on the form of proxy and who is present at
the Meeting will be entitled to act as proxy to the exclusion of
those whose names follow.
2. A Noteholder`s instructions to the proxy must be indicated by way of
a cross in the space provided. Failure to comply with the above
will be deemed to authorise the chairman of the Meeting, if he/she
is the authorised proxy, to vote in favour of the resolution at the
Meeting, or any other proxy, to vote in favour of the resolution at
the Meeting, or any other proxy to vote or to abstain from voting at
the Meeting as he/she deems fit, in respect of all the Noteholder`s
votes exercisable thereat.
3. The form of proxy must be lodged with Strate Limited ("Strate") and
Rand Merchant Bank, a division of FirstRand Bank Limited ("RMB"), as
follows:
3.1 in respect of Strate Limited, either,
3.1.1 the original form of proxy may be lodged at the
registered address of Strate, 1st Floor, 9 Fricker
Road, Illovo Blvd, Illovo, Sandton, 2196, South
Africa (marked for the attention of Mr. Steven
Ingleby) not less than 48 (forty-eight) hours before
the time for holding the Meeting; or
3.1.2 a copy of the proxy form may be faxed to Strate (for
the attention of Mr. Steven Ingleby at fax number
011 759 5500) not less than 48 (forty-eight) hours
before the time for holding the Meeting with the
original proxy form to be lodged with Strate Limited
at the address specified in 3.1 above; and
3.2 in respect of RMB, a copy of the proxy form must be faxed to RMB
(for the attention of Nicola Corry at fax number (011) 282 8544) not
less than 48 (forty-eight) hours before the time for holding the
Meeting.
4. The completion and lodging of this form of proxy will not preclude
the Noteholder from attending the Meeting and speaking and voting in
person thereat to the exclusion of any proxy appointed in terms
hereof, should such Noteholder wish to do so.
Date: 26/09/2011 17:22:48 Produced by the JSE SENS Department.
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